SEC Comment Letter for Hoth Therapeutics, Inc. (HOTH) (CIK 0001711786) (RKTO) — Feb 1, 2019
Hoth Therapeutics, Inc. (HOTH) (CIK 0001711786)
Date: Feb. 1, 2019 · CIK: 0001711786 · Accession: 0000000000-19-000617
AI Filing Summary & Sentiment
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File numbers found in text: 333-227772
Letter
February 1, 2019 Robb Knie Chief Executive Officer Hoth Therapeutics, Inc. 1 Rockefeller Plaza, Suite 1039 New York, NY 10020 Re:Hoth Therapeutics, Inc. Amendments Nos. 1 and 2 to Registration Statement on Form S-1 Filed December 14, 2018 and January 11, 2019 File No. 333-227772 Dear Mr. Knie: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1/A filed 1/11/2019 Description of Capital Stock, page 80 1.We note that your bylaws contain an exclusive forum provision. Please disclose this provision here, as well as provide risk factor disclosure about the exclusive forum provision. 2.We note that your forum selection provision identifies the Eighth Judicial District Court of Clark County, Nevada as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies solely to state law claims. If it does not apply to solely state law claims, then please note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder,
FirstName LastNameRobb Knie Comapany NameHoth Therapeutics, Inc. February 1, 2019 Page 2 FirstName LastName Robb Knie Hoth Therapeutics, Inc. February 1, 2019 Page 2 and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If this provision is intended to apply solely to state law claims, please also ensure that the exclusive forum provision in the governing documents states this clearly. Underwriting Conflict of Interest, page 89 3.From your disclosure here, it appears that Benchmark is also an underwriter. If so, please include Benchmark on the prospectus cover page, and list under "Underwriters" on this page, or advise. You may contact Effie Simpson at 202-551-3346 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Julie Griffith at 202-551-3267 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Transportation and Leisure
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February 1, 2019
Robb Knie
Chief Executive Officer
Hoth Therapeutics, Inc.
1 Rockefeller Plaza, Suite 1039
New York, NY 10020
Re:Hoth Therapeutics, Inc.
Amendments Nos. 1 and 2 to
Registration Statement on Form S-1
Filed December 14, 2018 and January 11, 2019
File No. 333-227772
Dear Mr. Knie:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1/A filed 1/11/2019
Description of Capital Stock, page 80
1.We note that your bylaws contain an exclusive forum provision. Please disclose this
provision here, as well as provide risk factor disclosure about the exclusive forum
provision.
2.We note that your forum selection provision identifies the Eighth Judicial District Court of
Clark County, Nevada as the exclusive forum for certain litigation, including any
“derivative action.” Please disclose whether this provision applies solely to state law
claims. If it does not apply to solely state law claims, then please note that Section 27 of
the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder,
FirstName LastNameRobb Knie
Comapany NameHoth Therapeutics, Inc.
February 1, 2019 Page 2
FirstName LastName
Robb Knie
Hoth Therapeutics, Inc.
February 1, 2019
Page 2
and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder. If this provision is intended to apply solely to
state law claims, please also ensure that the exclusive forum provision in the governing
documents states this clearly.
Underwriting
Conflict of Interest, page 89
3.From your disclosure here, it appears that Benchmark is also an underwriter. If so, please
include Benchmark on the prospectus cover page, and list under "Underwriters" on this
page, or advise.
You may contact Effie Simpson at 202-551-3346 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Julie Griffith at 202-551-3267 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure